04 Feb 2016 NORSKE SKOGINDUSTRIER ASA ANNOUNCES EXTENSION OF EXCHANGE OFFERS AND CONSENT SOLICITATIONS
NORSKE SKOGINDUSTRIER ASA ANNOUNCES EXTENSION OF EXCHANGE OFFERS AND CONSENT SOLICITATIONS FOR THE EUR 121,421,000 11.75% SENIOR NOTES DUE 2016 (ISINs: XS0636567710 AND XS0636569922) AND EUR 218,106,000 7.00% SENIOR NOTES DUE 2017 (ISIN: XS0307552355). February 4, 2016 - NORSKE SKOGINDUSTRIER ASA (the "Parent") and NORSKE SKOG AS (the "QSF Exchange Notes Issuer") announce today that they are extending the Expiration Deadline (as defined herein) with respect to their invitation to holders (subject to the offer restrictions referred to below) of the outstanding EUR 121,421,000 11.75% senior notes due 2016 (the "2016 Notes") and EUR 218,106,000 7.00% senior notes due 2017 (the "2017 Notes" and together with the 2016 Notes, the "Relevant 2016/2017 Notes") to offer to exchange their Relevant 2016/2017 Notes for the applicable consideration, to be comprised of, in the case of (i) the 2016 Notes, the QSF exchange notes due 2026 (the "QSF Exchange Notes"), the exchange notes due 2019 (the "Exchange Notes due 2019"), the perpetual notes (the "Perpetual Notes") and the right to subscribe in cash for ordinary shares ("Ordinary Shares") of the Parent (the "Equity Subscription Rights") (collectively, the "2016 Notes Exchange Offer") and (ii) the 2017 Notes, the QSF Exchange Notes, the exchange notes due 2026 (the "Exchange Notes due 2026"), the Perpetual Notes and the Equity Subscription Rights (collectively, the "2017 Notes Exchange Offer", and together with the 2016 Notes Exchange Offer, the "Exchange Offers") and the Parent's solicitation of consents to certain amendments to the 2017 Notes (the "Consent Solicitations", and together with the Exchange Offers, the "Exchange Offers and Consent Solicitations"). The Exchange Offers and Consent Solicitations are made on the terms and subject to the conditions set out in the exchange offer and consent solicitation memorandum dated January 5, 2016, (the "Exchange Offer and Consent Solicitation Memorandum") and, as amended, will expire on the earlier of (i) 12:00 noon, London Time, on February 26, 2016 and (ii) 12:00 noon, London Time, on the business day following an announcement by the Parent that it has resolved to consummate the Exchange Offers on the terms set out in the Exchange Offer and Consent Solicitation Memorandum and to accept all Relevant 2016/2017 Notes validly tendered in the Exchange Offers, provided that the temporary restraining order is at that time no longer in effect (subject to the right of the Issuer to extend, re-open or terminate the Exchange Offers and Consent Solicitations) (the "Expiration Deadline"). The amended terms and conditions are set forth in supplement no. 1 dated February 4, 2016 (the "Supplement") to the Exchange Offer and Consent Solicitation Memorandum. Other than as set forth in the Supplement, all terms of the Exchange Offers and Consent Solicitations remain unchanged. Copies of the Exchange Offer and Consent Solicitation Memorandum and the Supplement are available to Eligible Holders of the Relevant 2016/2017 Notes from the Exchange and Tabulation Agent as set out below. Capitalized terms used in this announcement but not defined have the meanings given to them in the Exchange Offer and Consent Solicitation Memorandum. This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. Amendment of Expiration Deadline; Court Proceeding in the United States; On February 2, 2016, Citibank, N.A., London Branch (the "Senior Secured Notes Trustee") filed a complaint and requested injunctive relief on behalf of holders of a majority of the Senior Secured Notes, seeking to halt the Exchange Offers. The Supreme Court of the State of New York granted the Senior Secured Notes Trustee's request for a temporary restraining order enjoining the Parent and the QSF Exchange Notes Issuer, among others, from taking any steps to pursue or consummate the Exchange Offers pending the outcome of a hearing scheduled for February 24, 2016 at 2:15pm New York time. The Parent and the QSF Exchange Notes Issuer intend to defend their position vigorously and believe the allegations made by the Senior Secured Notes Trustee in the court proceedings have no merit. Therefore, the Exchange Offers and Consent Solicitations, previously set to expire at 12:00 noon, London time, on February 3, 2016, have been extended and are now set to expire on the earlier of (i) 12:00 noon, London time, on February 26, 2016, and (ii) 12:00 noon, London Time, on the business day following an announcement by the Parent that it has resolved to consummate the Exchange Offers on the terms set out in the Exchange Offer and Consent Solicitation Memorandum and to accept all Relevant 2016/2017 Notes validly tendered in the Exchange Offers, provided that the temporary restraining order is at that time no longer in effect. The time and date of the Meeting of Holders of the 2017 Notes, the Announcement of Results, the Adoption of Extraordinary Resolutions and the Settlement Date will be adjusted accordingly. As of 12:00 noon London time today, more than 40% of the aggregate principal amount of the 2016 Notes and approximately 80% of the aggregate principal amount of the 2017 Notes have been validly tendered in the Exchange Offers. Participation by 2016 Notes is still not at satisfactorily levels. Securityholders are advised to read carefully the Exchange Offer and Consent Solicitation Memorandum for full details of and information on the procedures for participating in the Exchange Offers and the Consent Solicitations. Lucid Issuer Services Limited is acting as Exchange and Tabulation Agent. Questions and requests for assistance in connection with the Exchange Offers and the Consent Solicitations may be directed to the Parent.
Questions and requests for assistance in connection with the delivery of Exchange Instructions may be directed to the Exchange Agent and Tabulation Agent.
DISCLAIMER This announcement must be read in conjunction with the Exchange Offer and Consent Solicitation Memorandum and the Supplement. This announcement, the Exchange Offer and Consent Solicitation Memorandum and the Supplement contain important information which should be read carefully before any decision is made with respect to the Exchange Offers and Consent Solicitations. If you are in any doubt as to the contents of this announcement, the Exchange Offer and Consent Solicitation Memorandum or the Supplement or the action you should take, you are recommended to seek your own financial and legal advice, including as to any tax consequences, immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Relevant 2016/2017 Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to offer Relevant 2016/2017 Notes for exchange pursuant to the Exchange Offers. Neither the Exchange and Tabulation Agent, the QSF Exchange Notes Issuer nor the Parent makes any recommendation as to whether Noteholders should offer Relevant 2016/2017 Notes for exchange pursuant to the Exchange Offers. OFFER AND DISTRIBUTION RESTRICTIONS No action has been or will be taken in any jurisdiction by the Parent, the QSF Exchange Notes Issuer or the Exchange and Tabulation Agent in relation to the Exchange Offers that would permit a public offering of securities. United States Neither the Exchange Offers nor the Exchange Notes have been registered under the United States Securities Act of 1933, as amended (the "Securities Act") or any other securities laws and the Exchange Offers are only directed at, and the Exchange Notes are only being offered and will only be issued to, holders of record of Relevant 2016/2017 Notes who can represent that they are either (i) "qualified institutional buyers" ("QIBs") (as defined in Rule 144A ("Rule 144A") under the Securities Act) or (ii) outside the United States and not US persons (as defined in Regulation S under the Securities Act ("Regulation S")) and are lawfully able to participate in the Exchange Offers in compliance with applicable laws of applicable jurisdictions (each such person, an "Eligible Holder"). Only Eligible Holders are authorized to receive or review the Exchange Offer and Consent Solicitation Memorandum and the Supplement or to participate in the Exchange Offers and the Consent Solicitations. For a description of restrictions on transfer of the Exchange Notes, see "Transfer Restrictions" in the Exchange Offer and Consent Solicitation Memorandum. United Kingdom The Grand Duchy of Luxembourg Norway France Pursuant to Article 211-3 of the General Regulation of the AMF, Holders and any Direct Participant are informed that the Exchange Notes cannot be distributed (directly or indirectly) to the public in France otherwise than in accordance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 to L.621-8-3 of the French Code monétaire et financier. Australia Credit ratings in respect of the Exchange Notes, the QSF Exchange Notes Issuer and the Parent are for distribution to persons who are not a "retail client" within the meaning of section 761G of the Australian Corporations Act and are also sophisticated investors, professional investors or other investors in respect of whom disclosure is not required under Part 6D.2 or 7.9 of the Australian Corporations Act and in all cases in such circumstances as may be permitted by applicable laws in any jurisdiction in which an investor may be located. Anyone who is not such a person is not entitled to receive the Exchange Offer and Consent Solicitation Memorandum or the Supplement and anyone who receives the Exchange Offer and Consent Solicitation Memorandum or the Supplement must not distribute it to any person who is not entitled to receive it. Switzerland General Each Holder participating in an Exchange Offer or a Consent Solicitation will be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set forth in "Procedures for Participating in the Exchange Offers and the Consent Solicitations" in the Exchange Offer and Consent Solicitation Memorandum. Any offer of Relevant 2016/2017 Notes for exchange pursuant to the Exchange Offers from a Holder that is unable to make these representations will not be accepted. Each of the Parent, the QSF Exchange Notes Issuer and the Exchange and Tabulation Agent reserves the right, in its absolute discretion, to investigate, in relation to the offer of Relevant 2016/2017 Notes for exchange pursuant to the Exchange Offers, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Parent or the QSF Exchange Notes Issuer determines (for any reason) that such representation is not correct, such offer shall not be accepted. |